On April 12, 2006, the Audit Committee of the Board of Directors of El Paso Corporation, our parent, appointed Ernst & Young LLP (E&Y) as our independent registered public accounting firm for the fiscal year ending December 31, 2006, and dismissed PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”), our current independent registered public accounting firm. Please see the Audit Committee's Report in our Notice of Annual Meeting of Stockholders and Proxy Statement, which was filed with the Securities and Exchange Commission on March 30, 2006, for information regarding the proposal process. PricewaterhouseCoopers will complete its procedures regarding our unaudited condensed quarterly financial statements for the quarter ended March 31, 2006 and the Form 10-Q in which such financial statements will be included. Upon completion of such procedures, PricewaterhouseCoopers will be replaced by E&Y as our independent registered public accounting firm.
PricewaterhouseCoopers’ reports on our consolidated financial statements as of December 31, 2005 and 2004, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.
During the fiscal years ended December 31, 2005 and 2004, and through April 12, 2006, there were no disagreements with PricewaterhouseCoopers on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to PricewaterhouseCoopers’ satisfaction, would have caused PricewaterhouseCoopers to make reference thereto in its reports on the financial statements for such years.
During the fiscal years ended December 31, 2005 and 2004, and through April 12, 2006, there have been no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K, except for a material weakness as of December 31, 2004 regarding access to financial application programs and data. Such material weakness is described in Item 9A, the "Controls and Procedures" section of our Annual Report on Form 10-K for the year ended December 31, 2004. The Audit Committee discussed the material weakness with PricewaterhouseCoopers and has authorized PricewaterhouseCoopers to respond fully to the inquiries of E&Y concerning such material weakness. As described in our 2005 Annual Report on Form 10-K, we concluded that our disclosure controls and procedures, as well as our internal control over financial reporting, were effective as of December 31, 2005.
PricewaterhouseCoopers has been asked to furnish us a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of that letter, dated April 18, 2006, is filed as Exhibit 99.A to this Form 8-K. We will file an amendment to this Form 8-K after we file our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006, to update the disclosures regarding disagreements and reportable conditions through the date of filing of the Form 10-Q.
During our two most recent fiscal years ended December 31, 2005 and 2004, and through the date hereof, we did not consult with E&Y regarding any of the matters or events set forth in Item 304(a)(2)(i) and Item 304(a)(2)(ii) of Regulation S-K.
(d) Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
